Transcription

2 SUMMARY REPORT OF THE VOTES ON THE AGENDA OF THE ITEMS OF THE ORDINARY AND EXTRAORDINARY SHAREHOLDERS MEETING 28 th APRIL 2016 (Report pursuant to article 125-quarter, par. 2 of Italian Legislative Decree no. 58 of 24th February 1998) Attendance to the meeting Ordinary Shareholders Meeting of Banca Sistema S.p.A. held on 28 th April 2016 in a single call: no. 45 Shareholders, in person or by proxy, representing no ordinary shares corresponding to 67,641418% of the ordinary share capital. The Ordinary and Extraordinary Shareholders Meeting adopted the following resolutions. ORDINARY SESSION 1. Approval of the Individual Financial Statements as at 31st December Presentation of the Consolidated Financial Statements as at 31st December Reports of the Board of Directors, the Board of Statutory Auditors and the Auditing Company. NO. OF SHAREHOLDERS % ON In Favour ,998162% 99,998162% 67,640175% Against 0 0 0,000000% 0,000000% 0,000000% Abstensions ,001838% 0,001838% 0,001243% 2. Allocation of the net profit of the year NO. OF SHAREHOLDERS % ON In Favour ,998162% 99,998162% 67,640175%

3 remuneration policies of the Banca Sistema Group: approval of the remuneration policies of the Banca Sistema Group for 2016 and setting of the maximum limit of 2:1 as the ratio between the variable and fixed components of remuneration for employees and key personnel. % ON 4. Remuneration report: resolution pursuant to art. 123-ter, paragraph 6 of Italian legislative decree no. 58/1998 % ON In Favour ,136778% 99,136778% 67,057522% Not voting 1 3 0,000000% 0,000000% 0,000000%

4 5. Approval of the 2016 Stock Grant Plan % ON 6. Creation of a specific restricted reserve of profits to service the free share capital increase reserved for the beneficiaries of the 2016 stock grant plan specified in point 5 and of any future stock grant plans that may be approved for the following three financial years. % ON Abstensions ,861379% 0,861379% 0,582649%

5 Attendance to the meeting Extraordinary Shareholders Meeting of Banca Sistema S.p.A. held on 28 th April 2016 in a single call: no. 44 Shareholders, in person or by proxy, representing no ordinary shares corresponding to 67,641414% of the ordinary share capital. EXTRAORDINARY SESSION 1. Free share capital increase pursuant to article 2349, paragraph 1 of the Italian civil code, in tranches, up to a nominal maximum of 49,920, corresponding to a maximum number of 416,000 (four hundred and sixteen thousand) ordinary shares of a par value of Euro 0.12 (twelve euro cents) each, to service the 2016 Stock Grant Plan and the plans, to be issued by the Board of Directors in several tranches in accordance with the terms and conditions provided for in said plans, using a special reserve of profits, as per the resolution under point 6 of the ordinary session. Granting of powers to the Board of Directors for the issue of new company shares. % ON In Favour ,136783% 99,136783% 67,057522% TOTAL ,000000% 100,000000% 67,641414% 2. Amendment of art. 5.1 of the articles of association following the approval of the share capital increase, as per the resolution under point 1 of the extraordinary session. % ON In Favour ,136783% 99,136783% 67,057522% Abstensions ,861379% 0,861379% 0,582649% TOTAL ,000000% 100,000000% 67,641414%

DIRECTORS REPORT ON THE PROPOSALS ON THE AGENDA OF THE ORDINARY GENERAL MEETING OF THE SHAREHOLDERS (15 th April 2015 SINGLE CALL) Report on item 3 on the agenda and the relative resolution submitted Proposal

Pirelli & C. S.p.A. Reports to the Shareholders Meeting Purchase and disposal of treasury shares. Related and consequent resolutions. (Approved by the Board of Directors on March 31, 2015) Dear Shareholders,

Explanatory Memorandum Authorisation for the purchase and disposal of treasury shares, pursuant to the combined provisions of Articles 2357 and 2357-ter of the Civil Code, and Article 132 of Legislative

REPORT OF THE BOARD OF DIRECTORS TO THE EXTRAORDINARY GENERAL MEETING OF APRIL 23, 2013: Amendments to articles 9, 10, 11 and 12 (General Meetings), 17 and 23 (Board of Directors), and 27 (Board of Statutory

NH HOTELES, S.A. ORDINARY GENERAL SHAREHOLDERS MEETING This Company s Board of Directors calls the shareholders to the Ordinary General Meeting of NH Hoteles, S.A. (the Company ), to be held in Madrid,

CONSTRUCCIONES Y AUXILIAR DE FERROCARRILES, S.A. (CAF) PROPOSALS OF THE BOARD OF DIRECTORS TO THE ANNUAL GENERAL SHAREHOLDERS' MEETING TO BE HELD ON 11 OR 12 JUNE 2016, ON THE FIRST AND SECOND CALL RESPECTIVELY

ATLANTIA S.P.A. BOARD OF DIRECTORS REPORT CONCERNING ITEM 3 ON THE AGENDA OF THE ORDINARY GENERAL MEETING TO BE HELD ON 23 APRIL 2015, ON FIRST CALL AND ON 24 APRIL 2015, ON SECOND CALL: AUTHORISATION,

0123 PRESS RELEASE The UniCredit Shareholders' Meeting approved the 2014 Financial Statements Today the Ordinary and Extraordinary Shareholders' Meeting of UniCredit S.p.A. was held in Rome and has resolved

FORM TO CONFER PROXY ON THE DESIGNATED REPRESENTATIVE pursuant to article 135-undecies of the Consolidated Financial Law Leg. Decree 58/98 Mr. Dario Trevisan, attorney, born in Milan on 05/05/1964, resident

Disclosure document on the Long-Term Incentive Plan for the management of the Finmeccanica Group Pursuant to Article 84-bis of Consob s Issuers Regulation approved with resolution no. 11971 of 14 May 1999,

BOARD OF DIRECTORS ROLE, ORGANISATION AND METHODS OF OPERATION Section 1 The Board of Directors The Company is managed by a Board of Directors with no less than seven and no more than thirteen members.

Bologna, 25 May 2006 Announcement to the market under art. 114 of the Finance Consolidation Act (Legislative Decree 58/1998) and art. 9. 66 of the Regulations adopted by CONSOB Resolution 11971/1999 The

REPORT ON CORPORATE GOVERNANCE (pursuant to the Corporate Governance Code for Listed Companies and Section IA.2.6 of the Instructions to the Regulations of Markets organized and run by Borsa Italiana S.p.A.)

Delhaize Group SA/NV Rue Osseghemstraat 53 1080 Brussels, Belgium Register of legal entities 0402.206.045 (Brussels) www.delhaizegroup.com Comparison of the current version of the Articles of Association

Draft resolutions of Cyfrowy Polsat S.A. held on September 23, 2014 # # # Resolution No. 1 on the appointment of the Chairman Appointment of the Chairman The Extraordinary General Meeting of Cyfrowy Polsat

Non-official translation STATUTES OF THE MAGYAR NEMZETI BANK CONSOLIDATED WITH CHANGES Chapter 1 COMPANY DATA 1.1 Name of the company: Magyar Nemzeti Bank (hereinafter referred to as MNB ) In accordance

Status: june 2015 Complete text of Memorandum and Articles of Association of DMG MORI Aktiengesellschaft Bielefeld IDENTIFY THE CHANCES SHAPE THE FUTURE 1 (1) The Company exists under the name DMG MORI

PLAN OF MERGER BY ABSORPTION OF Largenta Italia S.p.A. INTO YOOX S.p.A. *** *** *** Pursuant to Article 2501-ter of the Italian Civil Code, the management bodies of YOOX S.p.A. (hereinafter also YOOX or

LEGAL NOTICE This document is an informal courtesy translation of the original Italian document and has been prepared for reference purposes only. The only official document is the document in the Italian

Salini Costruttori S.p.A. Report of the Board of Statutory Auditors on the Financial Statements as at 31 December 2011 pursuant to Article 2429 of the Italian Civil Code Dear Shareholders, During the year

Hereafter are presented the resolutions that will be submitted for your approval during this General Shareholders Meeting. You will find a paragraph preceding each resolution, in order to explain and describe

APPROVED by the Resolution of the General Shareholders Meeting of Apri 25, 2013 (Minutes No. 39) REGULATIONS of the General Shareholders' Meeting of the Open Joint Stock Company «SIBUR Holding» (version

PLAZA CENTERS N.V. (the "Company") (incorporated in the Netherlands with registered number 33248324) NOTICE OF ANNUAL GENERAL MEETING Notice is given that the annual general meeting of the Shareholders

Report of the Board of Directors to the Ordinary and Extraordinary General Meeting of Stockholders of Luxottica Group S.p.A. April, 29 2016 Luxottica Group S.p.A., Piazzale Cadorna, 3, 20123 Milano - C.F.

PROCEDURE FOR RELATED PARTY TRANSACTIONS Approved by the Board of Directors on 11 November 2010, following the favourable opinion issued by the Committee of Independent Directors with responsibility for

[NOTE: THIS DOCUMENT CONTAINS ONLY DRAFTS OF THE PROPOSED S OF THE ANNUAL GENERAL MEETING AND THEIR JUSTIFICATIONS. THE ACTUAL MINUTES AND THE S OF THE ANNUAL GENERAL MEETING MAY DIFFER FROM THOSE CONTAINED

APPROVED by the General Meeting of Shareholders of JSC Gazprom Neft on September 30, 2014 (Minutes 0101/02 dated 02.10.2014) Regulations on the General Meeting of Shareholders of Open Joint Stock Company

STOCK OPTIONS REGULATION 1. Definitions For the purposes of this Regulation, unless the context otherwise requires, the capitalized terms shall have the respective following meanings. All terms defined

Milano, 22 April 2016 The information contained herein is not for publication or distribution in the United States. These materials are not an offer of securities for sale in the United States. The securities

Statement on corporate governance and ownership structure STATEMENT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE 2015 This statement has been prepared in accordance with the provisions of Article 123-bis

APPROVED BY General Meeting of Shareholders of OJSC Oil Company Rosneft On June 7, 2006 Minutes without No. REGULATIONS ON THE GENERAL MEETING OF SHAREHOLDERS 1 TABLE OF CONTENTS 1. GENERAL PROVISIONS...5

The preferred partner AKER FLOATING PRODUCTION ASA NOTICE OF ANNUAL GENERAL MEETING part of Aker Notice is hereby provided of the annual general meeting of Aker Floating Production ASA on Thursday, 8 April

To the shareholders in Storm Real Estate AS CALLING NOTICE FOR ANNUAL GENERAL MEETING The annual general meeting in Storm Real Estate AS (the Company ) will be held at Hotel Scandic, Parkveien 68, Oslo

Status: 10 November 2015 Articles of Association of SQS Software Quality Systems AG III. General Provisions 1 Name, Registered Office, Fiscal Year 1. The name of the company is SQS Software Quality Systems

Computershare S.p.A., through its employee or duly entrusted staff member, acting as Appointed Representative of UNIPOLSAI ASSICURAZIONI S.p.A. (the Company) pursuant to article 135-undecies of Italian

STOCK OPTIONS REGULATION 1. Definitions For the purposes of this Regulation, unless the context otherwise requires, the capitalized terms shall have the respective following meanings. All terms defined

Ordinary Shareholders' Meeting of Gas Natural SDG, S.A. The Board of Directors of GAS NATURAL SDG, S.A., at its meeting held on 27 May 2015, resolved to call the Ordinary Shareholders' Meeting of the Company,

MEDIOLANUM S.p.A. REPORT ON CORPORATE GOVERNANCE & OWNERSHIP STRUCTURE pursuant to article 123 bis of the Consolidated Finance Act YEAR 2013 Version approved by the Board of Directors on March 26, 2013

Articles of Association Swiss Life Holding Ltd (Translation of the original text in German) I. Company name, object and registered office 1. Company name, legal form Under the corporate name Swiss Life

CORPORATE GOVERNANCE Brunel International s understanding of corporate governance is based on applicable laws, the rules and regulations applicable to companies listed on the NYSE Euronext Amsterdam stock

Article 1- ESTABLISHMENT ARTICLES OF INCORPORATION OF HSBC BANK ANONİM ŞİRKETİ PART ONE PROVISIONS AS TO ESTABLISHMENT A joint stock company was established by and between the incorporators whose names/surnames

TRANSLATION ARTICLES OF INCORPORATION (Amended as of June 23, 2016) CHIYODA CORPORATION TRANSLATION ARTICLES OF INCORPORATION Chiyoda Corporation (Amended as of June 25, 2015) CHAPTER I GENERAL PROVISIONS

BANCO SABADELL, S.A. ANNOUNCEMENT OF THE ORDINARY GENERAL MEETING OF SHAREHOLDERS The Board of Directors of BANCO DE SABADELL, Sociedad Anónima hereby gives notice of the Ordinary General Meeting of Shareholders

REGULATION FOR THE INCORPORATION AND THE AKNOWLEDGEMENT OF SPIN-OFFS AND START-UPS OF SISSA (Issued by D.D. no. 601 of 19 th December, 2012) ARTICLE 1 GENERAL PRINCIPLES The International School for Advanced

Article 1. The Company s name is Bang & Olufsen a/s. Articles of Association of Bang & Olufsen a/s CVR no. 41 25 79 11 Article 2. The registered office of the Company is situated in the Municipality of

Updated Company By-laws and changes in Capital Stock as of December 31, 2004 20/01/05 Espresso Group Board of Directors Meeting on February 23, 2005: - Consolidated Financial Statements 2004 - Proposal

Articles and Memorandum of Association - English convenience translation - as of April 08, 2015 This is the convenience translation of the German original version of the Articles and Memorandum of Association

Information on the proposed changes in the Company Statutes submitted by the shareholder, the State Treasury On 3 June 2015 the Company received a letter from the shareholder, the State Treasury, in which,

ANNUAL REPORT OF THE BOARD OF DIRECTORS ON CORPORATE GOVERNANCE Davide Campari-Milano S.p.A. ( the Company and, together with its subsidiaries, the Group ) has adopted the provisions of the Code of Conduct